北京市金杜律师事务所 关于中国石油天然气股份有限公司 H 股类别股东会 之法律意见书 致：中国石油天然气股份有限公司 北京市金杜律师事务所（以下简称本所）接受中国石油天然气股份有限公司 （以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会 《上市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以 下简称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳 门特别行政区和中国台湾地区）现行有效的法律、行政法规、规章和规范性文件 和现行有效的公司章程有关规定，指派律师出席了公司于 2025 年 6 月 5 日召开的 东会（以下合称本次股东会），并就本次股东会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 章程》）； 《中国石油天然气股份有限公司第九届董事会第十一次会议决议公告》； 《中国石油天然气股份有限公司关于召开 2024 年年度股东会、2025 年第一次 A 股 类别股东会和 2025 年第一次 H 股类别股东会的通知》 （以下简称《股东 ...

证券代码：601857 证券简称：中国石油 公告编号：2025-014 中国石油天然气股份有限公司 2024年年度股东会、2025 年第一次 A 股类别股东会和 2025 年第一次 H 股类别股东会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东会召开的时间：2025 年 6 月 5 日 (二)股东会召开的地点：北京市朝阳区北四环中路 8 号北京北辰五洲皇冠国际酒 店 (三)出席会议的普通股股东及其持有股份情况： 2024 年年度股东会： | 1、出席会议的股东和代理人人数 | 2,995 | | --- | --- | | 其中：A 股股东人数 | 2,994 | | 境外上市外资股股东人数（H 股） | 1 | | 2、出席会议的股东所持有表决权的股份总数（股） | 158,980,652,351 | | 其中：A 股股东持有股份总数 | 152,326,846,724 | | --- | --- | | 境外上市外资股股东持有股份总 ...

北京市金杜律师事务所 关于中国石油天然气股份有限公司 2024 年年度股东会、2025 年第一次 A 股类别股东会和 2025 年第一次 H 股类别股东会 之法律意见书 致：中国石油天然气股份有限公司 北京市金杜律师事务所（以下简称本所）接受中国石油天然气股份有限公司 （以下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 《中华人民共和国公司法》（以下简称《公司法》）、中国证券监督管理委员会 《上市公司股东会规则》（以下简称《股东会规则》）等中华人民共和国境内（以 下简称中国境内，为本法律意见书之目的，不包括中国香港特别行政区、中国澳 门特别行政区和中国台湾地区）现行有效的法律、行政法规、规章和规范性文件 和现行有效的公司章程有关规定，指派律师出席了公司于 2025 年 6 月 5 日召开的 2024 年年度股东会、2025 年第一次 A 股类别股东会和 2025 年第一次 H 股类别股 东会（以下合称本次股东会），并就本次股东会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限于： 1. 经公司 2021 年年度股东大会审议通过的《公司章程》（ ...

Investment Rating - The report maintains an "Overweight" rating for the petrochemical and transportation sectors [5] Core Insights - The demand for biodiesel is expected to grow significantly due to its environmental benefits and the expansion of its application in various sectors, including aviation and power generation [1][2] - The introduction of mandatory Sustainable Aviation Fuel (SAF) blending requirements in the EU starting in 2025 is anticipated to drive up prices for related products in the supply chain [2] - The successful establishment of export channels for domestic bio-jet fuel marks a significant milestone for China's biofuel industry, allowing for international market access [3] Summary by Sections 1. Industry Overview - Biodiesel is recognized for its renewable nature and broad raw material sources, contributing to sustainable economic development and energy transition [1] - The International Air Transport Association (IATA) projects that by 2050, 65% of emissions reductions in aviation will come from the use of biofuels [1] 2. Policy Impact - The EU's SAF mandate requires a minimum of 2% SAF in aviation fuel by 2025, increasing to 6% by 2030 and 70% by 2050, which is expected to accelerate the growth of the SAF market [2] - China's "14th Five-Year Plan" emphasizes the development of non-grain biomass liquid fuels, including biodiesel and bio-jet fuel, aligning with the country's carbon neutrality goals [1] 3. Market Dynamics - The export volume of domestic kitchen waste oil is projected to grow from 730,000 tons in 2019 to 2.78 million tons by 2024, reflecting a compound annual growth rate of 23% [2] - As of June 4, 2025, the average market prices for domestic waste oil and biodiesel are reported at 6,200 RMB/ton and 7,925 RMB/ton, respectively, showing increases of 36% and 17% from their October 2024 lows [2] 4. Investment Recommendations - The report suggests focusing on undervalued, high-dividend, and well-performing companies in the "three barrels of oil" and oil service sectors, including China National Petroleum, Sinopec, and CNOOC [4] - It also highlights opportunities in domestic material companies benefiting from the trend of local substitution, as well as in the pesticide and fertilizer sectors [4]

Investment Rating - The report maintains an "Overweight" rating for the petrochemical and transportation sectors [5] Core Insights - The demand for biodiesel is expected to grow significantly due to its environmental benefits and the expansion of its application in various sectors, including aviation and power generation [1][2] - The introduction of mandatory Sustainable Aviation Fuel (SAF) blending requirements in the EU starting in 2025 is anticipated to drive up prices for related products in the supply chain [2] - The recent approval of export channels for domestic bio-jet fuel marks a significant development for China's biofuel industry, allowing for international trade and enhancing competitive advantages for leading companies [3] Summary by Sections 1. Industry Overview - The report highlights the strategic importance of biodiesel in achieving sustainable economic development and reducing environmental pollution, with a focus on its growing applications in transportation and energy sectors [1] 2. Policy Impact - The EU's SAF blending mandate will require at least 2% SAF in aviation fuel by 2025, increasing to 6% by 2030 and 70% by 2050, which is expected to significantly boost demand for biofuels [2] 3. Market Developments - The export approval for bio-jet fuel from Jiangsu province represents a breakthrough for the domestic biofuel industry, allowing for a production capacity of 372,400 tons in 2025 [3] 4. Investment Recommendations - The report suggests focusing on undervalued, high-dividend companies in the oil and gas sector, as well as those benefiting from domestic substitution trends in materials and chemicals [4]

Investment Rating - The report maintains an "Overweight" rating for the petrochemical and transportation sectors [5] Core Viewpoints - The demand for biodiesel is expected to grow significantly due to its environmental benefits and the expansion of its application in various sectors, including aviation and power generation [1][2] - The introduction of mandatory Sustainable Aviation Fuel (SAF) blending requirements in the EU is anticipated to drive up prices for related products in the supply chain [2] - The establishment of export channels for domestic bio-jet fuel marks a significant development for China's biofuel industry, allowing for international market access [3] Summary by Sections 1. Industry Overview - Biodiesel is recognized for its renewable nature and broad raw material sources, contributing to sustainable economic development and energy transition [1] - The International Air Transport Association (IATA) projects that by 2050, 65% of emissions reductions in aviation will come from the use of biofuels [1] 2. Policy Impact - The EU mandates a minimum of 2% SAF in aviation fuel starting January 2025, increasing to 6% by 2030 and 70% by 2050, which is expected to significantly boost the SAF market [2] - China's "14th Five-Year Plan" emphasizes the development of non-grain biomass liquid fuels, including biodiesel and bio-jet fuel, aligning with the country's carbon neutrality goals [1] 3. Market Dynamics - The export volume of domestic kitchen waste oil is projected to grow from 730,000 tons in 2019 to 2.78 million tons by 2024, reflecting a compound annual growth rate of 23% [2] - As of June 4, 2025, the average market prices for domestic waste oil and biodiesel are reported at 6,200 RMB/ton and 7,925 RMB/ton, respectively, showing increases of 36% and 17% from their October 2024 lows [2] 4. Investment Recommendations - The report suggests focusing on undervalued, high-dividend, and well-performing companies in the "three barrels of oil" and oil service sectors, as well as companies benefiting from domestic substitution trends in materials [4]

Core Viewpoint - The incident highlights the importance of tax compliance and consumer rights, showcasing a shift from rigid enforcement to a more communicative and supportive approach in tax administration [1][3]. Group 1: Incident Overview - A consumer was denied a value-added tax invoice at a gas station operated by China National Petroleum Corporation in Qiandongnan, leading to a complaint to the local tax authority [1]. - The local tax bureau responded promptly by forming a special team to address the issue, emphasizing the legal and reputational risks associated with failing to issue invoices [1]. Group 2: Tax Authority's Approach - The tax officials utilized real-life examples of penalties faced by other companies for similar violations to illustrate the consequences of not complying with tax laws [1]. - The approach taken by the tax bureau transformed from strict enforcement to a more persuasive and educational method, aiming to foster understanding and compliance among businesses [3]. Group 3: Resolution and Future Implications - The gas station's management eventually agreed to issue the invoice and received guidance on improving their invoicing processes to prevent future issues [3]. - This incident reflects a broader trend in tax governance, where authorities are focusing on proactive engagement rather than punitive measures, thereby enhancing the relationship between tax authorities and businesses [3].

Core Viewpoint - The arrival of a low interest rate era highlights the importance of dividend assets, particularly in the Hong Kong stock market, where state-owned enterprises play a significant role in dividend distribution [1] Group 1: Dividend Assets in the Market - A-shares are expected to see total dividends exceed 2.4 trillion yuan in 2024, with state-owned enterprises accounting for over 80% of this amount [1] - Hong Kong's central enterprises are positioned as key dividend payers, offering both high yields and valuation advantages [1] - The current trading congestion of Hong Kong dividend assets has decreased, supported by the ongoing pilot programs for long-term capital inflows [1] Group 2: Investment Strategies and Recommendations - The banking sector continues to show mid-to-long-term investment value, with ongoing dividend plans and valuation enhancement initiatives from major banks [1] - High dividend yield and strong asset quality banks are recommended for their absolute return potential and cost-effectiveness in allocation [1] Group 3: Performance of Dividend Indices and ETFs - The leading dividend index in the Hong Kong market is the Hang Seng Hong Kong Stock Connect High Dividend Yield Index, with the corresponding ETF, Bosera (513690), ranking first in both scale and daily trading volume [2] - As of June 4, 2025, the Bosera ETF reached a new high in price and size, totaling 4.043 billion yuan [2] Group 4: Advantages of the Bosera ETF - The Bosera ETF has a leading dividend yield of 8.02%, significantly higher than its peers, making it an attractive option for investors seeking stable income [4] - The top holdings of the ETF focus on energy and financial sectors, with notable performance in recent months, showcasing both cyclical resilience and defensive attributes [5] - The ETF employs strict risk control measures, excluding stocks with significant price declines and ensuring liquidity, thus enhancing the investment experience [7]

Group 1 - The company has been awarded the title of "National Civilized Unit," recognizing its commitment to spiritual civilization and its integration into business practices [2] - The company emphasizes quality and reliability in its operations, utilizing advanced quality inspection equipment to ensure 100% compliance in oil product quality checks [2] - Regular legal and compliance training is conducted to foster a culture of lawfulness within the organization [2] Group 2 - The company has developed a new energy service ecosystem, including various service stations and facilities to enhance customer experience [4] - Continuous safety and environmental investments have led to 14 years of accident-free operations, showcasing the company's commitment to safety [4] - The company encourages employee engagement through service competitions, resulting in the emergence of nearly a hundred skilled technicians [4] Group 3 - The company has hosted "China Petroleum Open Day" events for seven consecutive years, promoting transparency and communication with customers [6] - Recognition of employees through provincial and municipal awards highlights the company's dedication to service excellence and employee engagement [6] - The initiatives reflect the company's aim to create a better life through civilized service and community involvement [6]

Core Viewpoint - The opening of the first fully self-operated Dicos restaurant by China Petroleum in Hunan marks a significant step in the company's non-oil business expansion, aiming to create a new "gas station + dining" model to enhance consumer engagement and diversify revenue streams [1][3][5] Group 1: Business Expansion - The Dicos restaurant at the Guqu Road gas station is the first fully self-operated outlet by China Petroleum and the fifth restaurant overall [3] - Prior to this, the company had opened four KFC restaurants at service areas, indicating a strategic focus on diversifying non-oil revenue sources [3] Group 2: Consumer Engagement - The restaurant's opening attracted over 300 visitors on its first day, with families participating in fun activities, showcasing the appeal of the new dining option [3][5] - Local residents expressed excitement about the convenience of having dining options alongside fuel services, enhancing the overall consumer experience [3] Group 3: Strategic Goals - China Petroleum aims to enrich gas station offerings through cross-industry integration, enhancing customer loyalty and satisfaction [5] - The company is exploring further innovations in its non-oil business model, including the introduction of convenience stores and automotive services, to create a more efficient and high-quality lifestyle experience for consumers [5]